Exhibit 10.5
SILGAN PLASTICS SUPPLEMENTAL
SAVINGS AND PENSION PLAN
SUPPLEMENTAL PENSION PLAN
1997 RESTATEMENT
SILGAN PLASTICS SUPPLEMENTAL
SAVINGS AND PENSION PLAN
SUPPLEMENTAL PENSION PLAN
1997 RESTATEMENT
TABLE OF CONTENTS
ARTICLE I - ESTABLISHMENT AND PURPOSE..........................................1
1.1 History and Structure..............................................1
1.2 Purpose............................................................1
1.3 Type of Plan.......................................................1
ARTICLE II - DEFINITIONS.......................................................3
ARTICLE III - RETIREMENT BENEFITS..............................................3
3.1 Limitations........................................................3
3.2 Annual Contribution Amount.........................................4
3.3 Supplemental Pension Formula.......................................5
3.4 Transfer of Funds..................................................5
3.5 Participant's Accounts.............................................5
3.6 Vesting............................................................6
ARTICLE IV - PAYMENT OF BENEFITS...............................................7
4.1 Form of Payment....................................................7
4.2 Time of Payment....................................................7
4.3 Death Benefits................................. ...................7
ARTICLE V - SOURCES OF PAYMENTS................................................9
ARTICLE VI - PLAN ADMINISTRATOR................................................9
6.1 Plan Administrator.................................................9
6.2 Standard of Conduct................................................9
ARTICLE VII - NONALIENATION OF BENEFITS.......................................10
ARTICLE VIII - AMENDMENT AND TERMINATION......................................10
i
ARTICLE IX - GENERAL PROVISIONS...............................................10
9.1 Plan Not a Contract of Employment.................................10
9.2 Construction of Terms.............................................10
9.3 Successors........................................................11
9.4 Official Actions..................................................11
9.5 Controlling State Law.............................................11
9.6 Severability......................................................11
9.7 Withholding.......................................................11
ii
SILGAN PLASTICS SUPPLEMENTAL
SAVINGS AND PENSION PLAN
SUPPLEMENTAL PENSION PLAN
1997 RESTATEMENT
ARTICLE I
ESTABLISHMENT AND PURPOSE
1.1 History and Structure. The Silgan Plastics Supplemental Savings and
Pension Plan is comprised of two components: the Contributory Retirement Plan
and the Supplemental Pension Plan. The Supplemental Pension Plan component of
the Silgan Plastics Supplemental Savings and Pension Plan initially was adopted
by an instrument dated April 29, 1996. The Plan initially was structured as a
traditional defined benefit supplemental plan, which provided a retirement
income benefit based on a formula for highly compensated employees whose benefit
in the qualified defined benefit plan maintained by Silgan Plastics Corporation
was curtailed by the limits applicable to qualified plans.
Silgan Plastics Corporation now wishes to replace the defined benefit
formula with a defined contribution formula. As amended by this 1997
Restatement, the Plan provides a benefit for highly compensated employees whose
benefit under the Silgan Plastics Corporation Pension Plan for Salaried
Employees is curtailed by certain limitations imposed by the Internal Revenue
Code on qualified plans. In general, the present value of the amount of the
pension that is so curtailed will be calculated as of the end of each year; such
amount will be credited to the account of the Participant; the account will be
adjusted for earnings and losses; and the Participant's retirement income
benefit will be determined solely by the amount credited to the account of the
Participant from time to time.
The terms and conditions of the Contributory Retirement Plan component of
the Silgan Plastics Supplemental Savings and Pension Plan are set forth in a
separate instrument.
1.2 Purpose. The Supplemental Pension Plan is intended to provide benefits
to participants in the Silgan Plastics Corporation Pension Plan For Salaried
Employees (the "Pension Plan") whose benefits are curtailed by certain
limitations imposed by the Internal Revenue Code on qualified plans.
1.3 Type of Plan. The Supplemental Pension Plan is intended as a
nonqualified unfunded deferred compensation plan for federal income tax
purposes. For purposes of the Employee Retirement Income Security Act of 1974
("ERISA") the Supplemental Pension Plan is structured as two plans. The portion
of the Supplemental Pension Plan that provides benefits based on limitations
imposed by Section 415 of the Internal Revenue Code is intended to be an "excess
benefit plan" as described in Section 4(b)(5) of ERISA. The portion of the
Supplemental Pension Plan that provides benefits based on limitations imposed by
Section 401(a)(17) of the Internal Revenue Code is intended to be a plan
described in Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA providing benefits to a select group of management or highly
compensated employees.
2
ARTICLE II
DEFINITIONS
2.1 (a) Unless otherwise expressly qualified by the terms or the context of
this Supplemental Pension Plan, the terms used in this Supplemental Pension Plan
shall have the same meanings as those terms in the Pension Plan.
(b) "Benefit Amount" shall mean the amount payable to a Participant
pursuant to this Supplemental Pension Plan, which is the amount credited to the
Supplemental Pension Account of a Participant from time to time in accordance
with Article III.
(c) "Eligible Participant" shall mean Participants in the Pension Plan
whose benefits in the Pension Plan are curtailed by the Limitations prescribed
in Section 3.1.
(d) "Employer" shall mean Silgan Plastics Corporation.
(e) "Excess Compensation shall mean the Covered Compensation of a Plan
Participant for a Plan Year in excess of the limitation imposed by Section
401(a)(17) of the Code on the maximum amount of compensation that may be
considered under the Pension Plan for such Plan Year.
(f) "Pension Participant" shall mean a Participant in the Pension Plan.
(g) "Pension Plan" shall mean the Silgan Plastics Corporation Pension
Plan for Salaried Employees, a qualified funded defined benefit pension plan.
(h) "Plan Year" shall mean the calendar year.
(i) "Silgan" shall mean Silgan Plastics Corporation.
(j) "Supplemental Savings and Pension Trust" shall mean the Silgan
Plastics Corporation Supplemental Savings and Pension Trust, a Rabbi Trust that
is disregarded for purposes of ERISA and is not treated as a separate taxpayer
entity for federal income tax purposes.
ARTICLE III
RETIREMENT BENEFITS
3.1 Limitations.
The Supplemental Pension Plan provides a defined contribution pension
benefit to compensate an Eligible Participant for the benefit that would be
payable to a Pension Participant under the Pension Plan except for the
application of either or both of the following limitations:
3
(a) Benefits not payable under the Pension Plan because of the
limitations imposed by Section 401(a)(17) of the Code on the
maximum amount of compensation that may be considered in
determining the benefit payable under the Pension Plan
("Compensation Limitation") (See Section 5.1 of the Pension
Plan.); and
(b) Benefits not payable under the Pension Plan because of the
limitations imposed by Section 415 of the Code on the benefit
of the Pension Participant ("Section 415 Limitation") (See
Article VIII of the Pension Plan).
3.2 Annual Contribution Amount. As of the end of each Plan Year, the Plan
Administrator shall determine the annual Supplemental Employer Contribution
amount, if any, for each Eligible Participant, as follows:
(a) First, calculate the amount accrued under the Supplemental
Pension Formula set forth in Section 3.3 below as of the end
of the Plan Year in the form of a Single Life Annuity payable
monthly beginning at age 65;
(b) Second, subtract from such monthly amount the highest such
monthly benefit determined for such Participant as of the end
of any previous Plan Year that resulted in a contribution to
the Supplemental Pension Account of such Participant under
this Plan;
(c) Third, determine the lump sum present value of such
difference, if any, using the applicable mortality table and
applicable interest rate prescribed in Section 417(e) of the
Internal Revenue Code of 1986 in effect as of the end of such
Plan Year. For this purpose the applicable interest rate
stability period shall be monthly and the lookback month shall
be the third full calendar month preceding the stability
period.
Solely in the case of an Eligible Participant who retires while eligible for an
Early Retirement Benefit under Section 5.2 of the Pension Plan, as of the Early
Retirement Date of the Participant, the Plan Administrator shall determine a
special Supplemental Employer Contribution amount, if any, for such Participant,
as follows:
(a) First, calculate the amount accrued under the Supplemental
Pension Formula set forth in Section 3.3 below as of the Early
Retirement Date of the Participant in the form of a Single
Life Annuity payable monthly beginning at such Early
Retirement Date;
(b) Second, determine the lump sum present value of such benefit,
if any, using the applicable mortality table and applicable
interest rate prescribed in Section 417(e)
4
of the Internal Revenue Code of 1986 in effect as of the end
of such Plan Year, using the stability period and lookback
month described above;
(c) Third, subtract from such lump sum amount the lump such amount
calculated pursuant to the immediately preceding paragraph
(benefit beginning at age 65) as of the end of the Plan Year
that immediately precedes such Early Retirement Date.
If the Early Retirement Date of a Participant coincides with the last day of a
Plan Year, the special Early Retirement amount calculated above shall be in lieu
of, and not in addition to, the normal annual Supplemental Employer Contribution
for that Plan Year.
3.3 Supplemental Pension Formula. The monthly amount of the supplemental
pension for purposes of determining the Supplemental Employer Contribution shall
be an amount, payable in the form of a Single Life Annuity, equal to the excess
of:
(a) the monthly retirement benefit that would have been payable to
a Pension Participant under the Pension Plan without regard to
the Compensation Limitation and the Section 415 Limitation;
over
(b) the amount of the monthly retirement benefit that is in fact
payable to such Pension Participant under the Pension Plan.
Such benefit shall be reduced by that portion of the benefit payable from any
nonqualified retirement plan maintained by the Monsanto Company or Amoco
(including any foreign plans) to the extent that such Monsanto or Amoco benefit
duplicates the benefit determined above.
3.4 Transfer of Funds. The Employer shall transfer the Supplemental
Employer Contribution amounts determined in accordance with Section 3.2 in cash
to the Supplemental Savings and Pension Trust as soon as administratively
feasible after such amount is calculated.
3.5 Participant's Accounts. A separate "Supplemental Pension Account" shall
be established and maintained for each Participant for whom a Supplemental
Employer Contribution is required to be made in accordance with Section 3.2. The
Plan Administrator shall record the dollar amount of the Supplemental Employer
Contribution of each Participant for each Plan Year to the Participant's
Supplemental Pension Account.
The amount credited to the Supplemental Pension Accounts of Participants
shall be adjusted no less frequently than annually by the Plan Administrator to
reflect earnings, losses, distributions, investment transfers and any other
transactions attributable to the investment in the Supplemental Savings and
Pension Trust of the amounts allocated to the Accounts of each Participant. The
Plan Administrator shall establish such accounting and recordkeeping rules and
procedures as are reasonable in the circumstances (such as the nature of the
Trust investments) as it in its discretion shall determine; provided that such
rules and procedures shall be applied
5
uniformly to Participants in similar circumstances. A date as of which the
Accounts of Participants are so adjusted is referred to in this Plan as an
"Accounting Date."
The amount credited to the Accounts of a Participant from time to time as
of the most recent Accounting Date shall constitute the Benefit Amount of the
Participant at such time.
3.6 Vesting. The Supplemental Pension Amount of a Participant shall be
vested at the same rate as the Participant's benefit is vested in the Pension
Plan.
6
ARTICLE IV
PAYMENT OF BENEFITS
4.1 Form of Payment. The normal form of benefit of the Benefit Amount under
this Supplemental Pension Plan shall be a single lump sum payment.
A Participant may elect to receive his or her Benefit Amount in annual
installments not to exceed ten years. The amount of each installment payment
shall be determined under the declining balance accounting method. For example,
a five year installment payout would be paid as follows: 1/5 of the Benefit
Amount in the first year; 1/4 of the remaining Benefit Amount in the second
year; 1/3 of the remaining Benefit Amount in the third year; 1/2 of the
remaining Benefit Amount in the fourth year; and the balance of the remaining
Benefit Amount in the fifth year.
An election to take installment payments shall be made in writing, in a
form prescribed by the Plan Administrator, not later than six months before
payment is to commence in accordance with Section 4.2 of this Supplemental
Pension Plan. Such an election shall be irrevocable.
4.2 Time of Payment. Payment(s) of the Benefit Amount of a Participant
normally shall commence as soon as administratively feasible after Termination
of Employment of the Participant.
A Participant may elect to defer receipt of a lump sum payment, or to defer
commencement of installment payments, until after the end of the first, second,
third, fourth or fifth calendar year beginning after his of her Termination of
Employment, or until the Participant attains sixty-five years of age; provided
that, the installment payment period can never extend more than ten years
following Termination of Employment. For example, the installment payout period
of a Participant who elected to defer the commencement of installment payments
for four years could not exceed six years.
An election to defer the payment of benefits shall be made in writing, in a
form prescribed by the Plan Administrator, not later than six months before
payment would normally commence in accordance with this Section. Such an
election shall be irrevocable.
4.3 Death Benefits. Each Participant entitled to a Benefit Amount under
this Supplemental Pension Plan shall be entitled to a death benefit equal to the
entire Benefit Amount of the Participant, whether or not vested. Such benefit
shall be payable to the Beneficiary of the Participant in a single lump sum as
soon as administratively feasible after the death of the Participant.
Each Participant may designate a Beneficiary or Beneficiaries
(contingently, consecutively, or successively) of a death benefit and, from time
to time, may change his or her designated Beneficiary. A Beneficiary may be a
trust. A beneficiary designation shall be made
7
in writing in a form prescribed by the Plan Administrator and delivered to the
Plan Administrator while the Participant is alive. If there is no designated
Beneficiary surviving at the death of a Participant, payment of any death
benefit of the Participant shall be made to the persons and in the proportions
which any death benefit under the CIP Plan is or would be payable.
8
ARTICLE V
SOURCES OF PAYMENTS
Benefits payable under this Supplemental Pension Plan shall be paid by the
Employer of each Eligible Participant out of its general assets (except as
provided below with respect to a Rabbi Trust). Obligations to pay benefits due
Eligible Participants under the Supplemental Pension Plan shall be the primary
obligation of the Employer. An Eligible Participant shall not have any rights
with respect to benefits from the Employer under the Supplemental Pension Plan
other than the unsecured right to receive payments from the Employer. The
Benefit Amount, as described in Section 3.5, defines the amount payable by the
Employer to a Participant under this Supplemental Pension Plan.
Except for the obligation to contribute amounts to the Supplemental Savings
and Pension Trust, an Employer shall not be obligated to set aside, earmark or
escrow any funds or other assets to satisfy its obligation under this
Supplemental Pension Plan. Any benefit payable in accordance with the terms of
this Supplemental Pension Plan shall not be represented by a note or any
evidence of indebtedness other than the promises contained in this Supplemental
Pension Plan and the right to receive payments from the Supplemental Savings and
Pension Trust.
The Supplemental Savings and Pension Trust, and any other trust established
by the Employer to assist the Employer in meeting its obligations under this
Plan, shall conform in substance to the terms of the model trust described in
Revenue Procedure 92-64 with respect to the claim of Participants to assets of
the Employer and such trust. Payment from the Rabbi Trust of amounts due under
the terms of this Supplemental Pension Plan shall satisfy the obligation of the
Employer to make such payment out of its general assets. In no event shall any
Eligible Participant be entitled to receive payment of an amount from the
general assets of the Employer that the Eligible Participant received from the
Rabbi Trust.
ARTICLE VI
PLAN ADMINISTRATOR
6.1 Plan Administrator. The Supplemental Pension Plan shall be administered
by the person or Committee appointed by Silgan Plastics Corporation to be Plan
Administrator of the Pension Plan. The Plan Administrator so appointed shall
have all of the authority, rights and duties to administer the Supplemental
Pension Plan as is assigned to the Plan Administrator of the Pension Plan. The
Plan Administrator may adopt such rules as it may deem necessary, desirable and
appropriate to administer the Supplemental Pension Plan. Except as provided in
the Rabbi Trust, the decisions of the Plan Administrator, including but not
limited to interpretations and determinations of amounts due under this
Supplemental Pension Plan, shall be final and binding on all parties.
6.2 Standard of Conduct. The Plan Administrator shall perform its duties as
the Plan Administrator and in its sole discretion shall determine what is
appropriate in light of the reason
9
and purpose for which the Supplemental Pension Plan is established and
maintained. Except as provided in the Rabbi Trust, the interpretation of all
plan provisions and the determination of whether a Participant or Beneficiary is
entitled to any benefit pursuant to the terms of the Supplemental Pension Plan,
shall be exercised by the Plan Administrator in its sole discretion.
Any Employer that adopts and maintains this Supplemental Pension Plan
hereby consents to actions of the Plan Administrator made in its sole
discretion.
ARTICLE VII
NONALIENATION OF BENEFITS
Except as may be required by the federal income tax withholding provisions
of the Code or by the tax laws of any State, the interests of Eligible
Participants and their beneficiaries under this Supplemental Pension Plan are
not subject to the claims of their creditors and may not be voluntarily or
involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or
encumbered. Any attempt by an Eligible Participant, his beneficiary, or any
other person to sell, transfer, alienate, assign, pledge, anticipate, encumber,
charge or otherwise dispose of any right to benefits payable hereunder shall be
void. The Employer may cancel and refuse to pay any portion of a benefit which
is sold, transferred, alienated, assigned, pledged, anticipated or encumbered.
ARTICLE VIII
AMENDMENT AND TERMINATION
Silgan Plastics Corporation reserves the right to amend, alter or
discontinue this Supplemental Pension Plan at any time; provided that no such
amendment may eliminate or diminish the benefit to which any Eligible
Participant would have been entitled under this Plan if such Participant had
incurred a Termination of Employment immediately before the adoption of such
amendment. Such action may be taken by any officer of Silgan who has been duly
authorized by the Board of Directors of Silgan to perform acts of such kind. In
the event no officer of Silgan has been duly authorized, the Vice President,
Administration and Human Resources, of Silgan may take any such action.
ARTICLE IX
GENERAL PROVISIONS
9.1 Plan Not a Contract of Employment. This Supplemental Pension Plan does
not constitute a contract of employment, and participation in the Supplemental
Pension Plan will not give any Eligible Participant the right to be retained in
the employment of any of the Employers.
9.2 Construction of Terms. Words of gender shall include persons and
entities of
10
any gender, the plural shall include the singular, and the singular shall
include the plural. Section headings exist for reference purposes only, and
shall not be construed as part of the Supplemental Pension Plan.
9.3 Successors. The provisions of this Supplemental Pension Plan shall be
binding upon the Employers and their successors and assigns and upon every
Eligible Participant and his heirs, beneficiaries, estates and legal
representatives.
9.4 Official Actions. Any action required or permitted to be taken by
Silgan Plastics Corporation pursuant to the Supplemental Pension Plan may be
performed by the Vice President, Administration and Human Resources, or by any
other officer or committee of Silgan which has been duly authorized by the Board
of Directors to take actions of that kind.
9.5 Controlling State Law. To the extent not superseded by the laws of the
United States, the laws of the State of Missouri shall be controlling in all
matters relating to this Supplemental Pension Plan.
9.6 Severability. In case any provision of this Supplemental Pension Plan
shall be held illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining provisions of the Supplemental Pension Plan, and
the Supplemental Pension Plan shall be construed and enforced as if such illegal
and invalid provisions had never been set forth.
9.7 Withholding. The Employer shall withhold from amounts due under this
Supplemental Pension Plan, the amount necessary to enable the Employer to remit
to the appropriate government entity or entities on behalf of the Eligible
Participant as may be required by the federal income tax withholding provisions
of the Code, by an applicable state's income tax, or by an applicable city,
county or municipality's earnings or income tax act. The Employer shall withhold
from the payroll of, or collect from, an Eligible Participant the amount
necessary to remit on behalf of the Eligible Participant any FICA taxes which
may be required with respect to amounts accrued by an Eligible Participant
hereunder, as determined by the Employer.
IN WITNESS WHEREOF, Silgan Plastics Corporation has adopted the foregoing
instrument this 12 day of February, 1997.
SILGAN PLASTICS CORPORATION
By: /s/ Howard H. Cole
----------------------------------------
Title: Vice President HR & Adm
-------------------------------------
11
FIRST AMENDMENT
SILGAN PLASTICS SUPPLEMENTAL
SAVINGS AND PENSION PLAN
1997 RESTATEMENT
The Silgan Plastics Supplemental Savings and Pension Plan (the "Plan") was
initially adopted effective April 29, 1996. The Plan has been amended from time
to time, most recently in the form of the 1997 Restatement.
Silgan Plastics Corporation now wishes to amend the 1997 Restatement to
provide a special rule for calculating the Annual Contribution Amount for the
2001 Plan Year.
NOW, THEREFORE, effective January 1, 2002, Section 3.2 of the Plan is
hereby amended to read in its entirety as follows:
3.2 Annual Contribution Amount. As of the end of each Plan Year, the Plan
Administrator shall determine the annual Supplemental Employer Contribution
amount, if any, for each Eligible Participant, as follows:
(a) First, calculate the amount accrued under the Supplemental Pension
Formula set forth in Section 3.3 below as of the end of the Plan Year
in the form of a Single Life Annuity payable monthly beginning at age
65; provided that, for the Plan Year ending December 31, 2001, such
calculation shall be based on the Compensation Limitation in effect as
of January 1, 2002 ($200,000 for all computation years);
(b) Second, subtract from such monthly amount the highest such monthly
benefit determined for such Participant as of the end of any previous
Plan Year that resulted in a contribution to the Supplemental Pension
Account of such Participant under this Plan;
(c) Third, determine the lump sum present value of such difference, if
any, using the applicable mortality table and applicable interest rate
prescribed in Section 417(e) of the Internal Revenue Code of 1986 in
effect as of the end of such Plan Year. For this purpose the
applicable interest rate stability period shall be monthly and the
lookback month shall be the third full calendar month preceding the
stability period.
Solely in the case of an Eligible Participant who retires while eligible for an
Early Retirement Benefit under Section 5.2 of the Pension Plan, as of the Early
Retirement Date of the Participant, the Plan Administrator shall determine a
special Supplemental Employer Contribution amount, if any, for such Participant,
as follows:
(a) First, calculate the amount accrued under the Supplemental Pension
Formula set forth in Section 3.3 below as of the Early Retirement Date
of the Participant in the
Silgan Plastics Corporation
First Amendment
Supplemental Savings and Pension Plan
1997 Restatement
================================================================================
form of a Single Life Annuity payable monthly beginning at such Early
Retirement Date;
(b) Second, determine the lump sum present value of such benefit, if any,
using the applicable mortality table and applicable interest rate
prescribed in Section 417(e) of the Internal Revenue Code of 1986 in
effect as of the end of such Plan Year, using the stability period and
lookback month described above;
(c) Third, subtract from such lump sum amount the lump present value
calculated pursuant to the immediately preceding subparagraph of the
amount accrued under the Supplemental Pension Formula set forth in
Section 3.3 below, in the form of a Single Life Annuity payable
monthly beginning at age 65, as of January 1 following of the end of
the Plan Year that immediately precedes such Early Retirement Date.
If the Early Retirement Date of a Participant coincides with the last day of a
Plan Year, the special Early Retirement amount calculated above shall be in lieu
of, and not in addition to, the normal annual Supplemental Employer Contribution
for that Plan Year.
IN WITNESS WHEREOF, Silgan Plastics Corporation has adopted this First
Amendment this 4 day of December, 2001.
SILGAN PLASTICS CORPORATION
By: /s/ H.H. Cole
-------------------------------------------------
Howard H. Cole
Vice President-Human Resources and Administration
SECOND AMENDMENT
SILGAN PLASTICS SUPPLEMENTAL
SAVINGS AND PENSION PLAN
1997 RESTATEMENT
The Silgan Plastics Supplemental Savings and Pension Plan (the "Plan") was
initially adopted effective April 29, 1996. The Plan has been amended from time
to time, most recently in the form of the 1997 Restatement and a First Amendment
to such Restatement.
Silgan Plastics Corporation now wishes to amend the 1997 Restatement
further to change the interest rate for computing benefit accruals.
NOW, THEREFORE, effective January 1, 2003, Section 3.2 of the Plan is
hereby amended to read in its entirety as follows:
3.2 Annual Contribution Amount. As of the end of each Plan Year, the Plan
Administrator shall determine the annual Supplemental Employer Contribution
amount, if any, for each Eligible Participant, as follows:
(a) First, calculate the amount accrued under the Supplemental Pension
Formula set forth in Section 3.3 below as of the end of the Plan Year
in the form of a Single Life Annuity payable monthly beginning at age
65;
(b) Second, subtract from such monthly amount the highest such monthly
benefit determined for such Participant as of the end of any previous
Plan Year that resulted in a contribution to the Supplemental Pension
Account of such Participant under this Plan;
(c) Third, determine the lump sum present value of such difference, if
any, using the applicable mortality table prescribed in Section 417(e)
of the Internal Revenue Code of 1986 in effect as of the end of such
Plan Year and an interest rate of 8%.
Solely in the case of an Eligible Participant who retires while eligible for an
Early Retirement Benefit under Section 5.2 of the Pension Plan, as of the Early
Retirement Date of the Participant, the Plan Administrator shall determine a
special Supplemental Employer Contribution amount, if any, for such Participant,
as follows:
(a) First, calculate the amount accrued under the Supplemental Pension
Formula set forth in Section 3.3 below as of the Early Retirement Date
of the Participant in the form of a Single Life Annuity payable
monthly beginning at such Early Retirement Date;
Silgan Plastics Corporation
Second Amendment
Supplemental Savings and Pension Plan
1997 Restatement
================================================================================
(b) Second, determine the lump sum present value of such benefit, if any,
using the applicable mortality table prescribed in Section 417(e) of
the Internal Revenue Code of 1986 in effect as of the end of such Plan
Year and an interest rate of 8%;
(c) Third, subtract from such lump sum amount the lump present value
calculated pursuant to the immediately preceding subparagraph of the
amount accrued under the Supplemental Pension Formula set forth in
Section 3.3 below, in the form of a Single Life Annuity payable
monthly beginning at age 65, as of January 1 following of the end of
the Plan Year that immediately precedes such Early Retirement Date.
If the Early Retirement Date of a Participant coincides with the last day of a
Plan Year, the special Early Retirement amount calculated above shall be in lieu
of, and not in addition to, the normal annual Supplemental Employer Contribution
for that Plan Year.
IN WITNESS WHEREOF, Silgan Plastics Corporation has adopted this Second
Amendment this 11th day of December, 2003.
SILGAN PLASTICS CORPORATION
By: /s/ H.H. Cole
-------------------------------------------------
Howard H. Cole
Vice President-Human Resources and Administration
SILGAN PLASTICS SUPPLEMENTAL
SAVINGS AND PENSION PLAN
CONTRIBUTORY RETIREMENT PLAN
2008 Restatement
1
SILGAN PLASTICS SUPPLEMENTAL
SAVINGS AND PENSION PLAN
CONTRIBUTORY RETIREMENT PLAN
ARTICLE I
ESTABLISHMENT AND PURPOSE
1.1 History and Structure. The Silgan Plastics Supplemental Savings and
Pension Plan was comprised of two components: the Contributory Retirement Plan
and the Supplemental Pension Plan. The Contributory Retirement Plan was
established in April, 1995. The Plan was amended from time to time, most
recently in the form of a 2000 Restatement.
The account balances in the plan were frozen as of December 31, 2004,
except for adjustments for earning and losses, because of ss.409A of the
Internal Revenue Code enacted by the American Jobs Creation Act of 2004.
Contributions after 2004 were credited to separate accounts designed to comply
with ss.409A. This 2008 Restatement governs payment of amounts credited to such
separate accounts.
1.2 Purpose. This Contributory Retirement Plan is intended to provide
benefits to employees whose participation in the qualified Silgan Plastics
Corporation Compensation Investment Plan (the "CIP Plan") is limited because of
certain discrimination rules and limitations imposed by the Internal Revenue
Code on qualified plans.
1.3 Type of Plan. For federal income tax purposes, the 2005 Silgan Plastics
Supplemental Savings and Pension Plan, including this Contributory Retirement
Plan component, is intended to be a nonqualified unfunded deferred compensation
plan. For purposes of the Employee Retirement Income Security Act of 1974
("ERISA") the Plan is intended to be a plan described in Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA providing benefits to a select group of
management or highly compensated employees.
1.4 Eligible Participants. This Contributory Retirement Plan provides
benefits to those individuals who are actively employed by Silgan Plastics
Corporation and whose participation in the CIP Plan is limited because the
Employee is a participant in the Silgan Plastics Corporation Management
Incentive Plan.
1.5 Effect of Restatement. This 2008 Restatement is effective January 1,
2008, except as otherwise explicitly provided in this document.
The Contributory Retirement Plan as in effect on October 3, 2004, without
regard to this amendment and restatement, is referred to herein as the Prior
Plan. Each Participant's Accounts as of December 31, 2004, without regard to any
credits for contributions or transfers as described in Sections 4.1 and 4.2
thereafter, but as adjusted for earnings or losses in accordance with Section
4.8 from time to time, are referred to as the Grandfathered Accounts. Payment of
benefits credited to Grandfathered Accounts shall be governed by the Prior Plan.
2
Contributions or transfers as described in Sections 4.1 and 4.2 for periods
on and after January 1, 2005, as adjusted for earnings or losses in accordance
with Section 4.8, are credited to separate accounts. Payment of amounts during
the period after 2004 and before 2008 that were credited to such
non-grandfathered accounts were administered in accordance with a good faith
interpretation of ss.409A, as documented in part in interim plan documents, plan
summaries and administration forms.
On and after January 1, 2008, payment of amounts credited to such
non-grandfathered accounts shall be governed by this 2008 Restatement, as
amended from time to time.
ARTICLE II
DEFINITIONS
2.1 (a) Unless otherwise expressly defined by the terms or the context of
this Contributory Retirement Plan, the terms used in this Contributory
Retirement Plan shall have the same meanings as those terms in the CIP Plan.
(b) "Accounting Date" is defined in Section 4.8.
(c) "Benefit Amount" shall mean the amount payable to a Participant
pursuant to this Contributory Retirement Plan, which is the amount credited to
the account of a Participant from time to time in accordance with Article IV.
(d) "Contributory Retirement Trust" shall mean the Contributory
Retirement Trust, which is a component of the Silgan Plastics Supplemental
Savings and Pension Trust, a Rabbi Trust that is disregarded for purposes of
ERISA and is not treated as a separate taxpayer entity for federal income tax
purposes.
(e) "Covered Compensation" shall mean Compensation of the Participant
as defined in the CIP Plan paid by an Employer or an Affiliate, but without
regard to the Section 401(a)(17) limit.
(f) "Eligible Employee" shall mean an Employee first hired by the
Employer prior to January 1, 2008 who is actively employed by Silgan Plastics
Corporation and whose participation in the CIP Plan is limited because the
Employee is a participant in the Silgan Plastics Corporation Management
Incentive Plan.
(g) "Employer" shall mean Silgan Plastics Corporation and any successor
thereto or business that assumes the obligations of such corporation or
business.
(h) "Fund" or "Funds" means the investments that determine the gain or
loss allocable to each Account described in Section 4.4.
(i) "Grandfathered Account" shall mean the Account of a Participant as
of December 31, 2004, without regard to any credits for contributions or
transfers as described in Sections 4.1 and 4.2 thereafter, but as adjusted for
earnings or losses in accordance with Section 4.8 from time to time.
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(j) "Specified Employee" shall mean a key employee (as defined in
section Code 416(i) without regard to paragraph (5) thereof) of the Employer or
entity or organization that would be considered a single employer with the
Employer pursuant to Code ss.ss.414(b) of 414(c), any stock of which is publicly
traded on an established securities market or otherwise. A Participant is a key
employee if the Participant meets the requirements of Code ss.416(i)(1)(A)(i),
(ii) or (iii) (applied in accordance with the regulations thereunder and
disregarding Code ss.416(i)(5)) at any time during the 12 month period ending
each December 31. If a Participant is a key employee at any time during the
12-month period ending on such December 31, the Participant is treated as a
Specified Employee for the 12-month period beginning on the following April 1.
Whether any stock is publicly traded on an established securities market or
otherwise must be determined as of the date of the Participant's Termination of
Employment.
(k) "Termination of Employment" shall mean termination of employment
from the Employer and its Affiliates (generally 50% common control with the
Employer), as defined in IRS regulations under Section 409A of the Code
(generally, a decrease in the performance of services to no more than 20% of the
average for the preceding 36-month period, and disregarding leave of absences up
to six months where there is a reasonable expectation the Employee will return).
ARTICLE III
PARTICIPATION
An Employee who is or was an Eligible Employee shall be a Participant in
this Contributory Retirement Plan for each calendar year after the effective
date of the Plan during which such Employee became an Eligible Employee and each
subsequent calendar year.
ARTICLE IV
RETIREMENT SAVINGS BENEFITS
4.1 Employee Contributions. Each Participant may elect to contribute to
this Contributory Retirement Plan for a calendar year through payroll
withholding an amount (expressed in whole percentages of Covered Compensation)
up to 10% of Covered Compensation.
The election must be delivered to the Plan Administrator in writing before
the beginning of the calendar year during which the services for which such
Covered Compensation is paid are performed. The election for each calendar year
shall be irrevocable for the calendar year as of the beginning of such year and
shall apply to all Covered Compensation for services rendered in such year;
except that a Participant may cancel a deferral election because of a hardship
distribution from a cash or deferred profit sharing plan that is qualified under
Section 401(k) of the Internal Revenue Code. If an election is canceled because
of a hardship distribution, any later deferral election shall be subject to the
provisions governing initial deferral elections.
If an individual becomes an Eligible Employee on a date other than the
first day of a calendar year and such individual has not at any time been
eligible to participate in any other elective account balance nonqualified
deferred compensation arrangement (determined pursuant
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to Code ss.409A) of the Employer or any other entity or organization with which
the Employer would be considered to be a single employer pursuant to Code
ss.ss.414(b) or 414(c), the election may be completed within 30 days of the
Eligible Employee's initial eligibility date. In no event shall a Participant be
permitted to defer Covered Compensation with respect to services performed
before the date on which the election is signed by the Participant and accepted
by the Plan Administrator.
An election made pursuant to this Section must be in writing and in a form
acceptable to the Plan Administrator. The Plan Administrator, in its discretion,
may prescribe appropriate election rules and procedures; provided that elections
for a calendar year must be made not later than the last day of the preceding
calendar year, except as permitted by IRS regulations under Section 409A of the
Internal Revenue Code. At the time of the deferral election, each employee must
also select the distribution method in accordance with Article V.
4.2 Company Matching Credits. The Employer shall credit a matching amount
for each Participant under this Contributory Retirement Plan equal to 50% the
Participant's Covered Compensation contributed by the Participant through
payroll withholding in accordance with Section 4.1.
In addition to such matching contributions, the Employer shall credit
contributions made pursuant to the Supplemental Pension Plan for Participants
entitled to a contribution in accordance with the terms of such Plan.
4.3 Transfer of Funds. The Employer shall transfer the Employee
Contributions made in accordance with Section 4.1 in cash to the Contributory
Retirement Trust as soon as administratively feasible after the amount is
withheld from payroll, but no less frequently than quarterly; and the Employer
shall transfer the Company Matching Credits made in accordance with Section 4.2
on behalf of each Participant in cash to the Contributory Retirement Trust as
soon as administratively feasible, but no less frequently than annually.
4.4 Participant's Accounts. A separate "Grandfathered Account", a separate
"Salary Reduction Account" and a separate "Company Account" shall be established
and maintained for each Participant (collectively, the "Accounts"). The
Grandfathered Account will reflect the Benefit Amount as determined under the
Prior Plan, with investment earnings credited thereon. After December 31, 2004,
the Plan Administrator shall credit the dollar amount of the salary reduction
Employee Contribution of each Participant for each calendar year to the
Participant's Salary Reduction Account; and the amount of Matching Contributions
and contributions pursuant to the Supplemental Pension Plan for each Participant
for each calendar year to the Participant's Company Account.
4.5 Directed Investments. Each Participant shall be entitled to direct the
manner in which the amount credited to his or her Accounts is invested among the
Funds that are available for Participant directed investments, which Funds shall
be determined by the Plan Administrator in its sole discretion from time to
time. The Plan Administrator may designate different Funds for different
Participants or classes of Participants. The Plan Administrator reserves the
right to change any investment options that may be established pursuant to this
Section, including the right to eliminate particular Funds.
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Such investments shall remain the property of the Employer until paid to
the Participant pursuant to the provisions of this Plan or transferred to a
trust as described in Article VI. The performance of such investments shall
determine the amount payable to each Participant under this Plan from time to
time.
Each Participant shall direct the investment of all amounts credited to
each of his or her Deferral Accounts in any one or a combination of such Funds.
A Participant may direct the investment of a portion of the balance credited to
the Accounts in one Fund and the remaining portion in another Fund in accordance
with procedures established by the Plan Administrator.
An investment direction shall specify the particular Fund or Funds in which
new contributions credited to the Accounts of a Participant shall be invested. A
Participant also may change his or her investment directions for existing Funds
in accordance with procedures established by the Plan Administrator.
Investment directions by a Participant shall cover the full amount credited
to his Accounts. The Employer shall have no responsibility for the investment of
amounts credited to the Accounts. Expenses directly allocable to execution of
directed investment transactions and administration with respect to the Accounts
may be charged to such account.
4.6 Investment Direction Procedures. The Plan Administrator in its sole
discretion may establish conditions, rules and procedures for directing
investments by Participants, including, but not limited to, limits on the time
and frequency of changing investment directions. The Plan Administrator in its
sole discretion also may establish "black-out" periods, when specified changes
are not permitted, to facilitate changes in the available Funds or the
recordkeeping system. Such conditions, rules and procedures shall be
disseminated in a manner reasonably determined to be available to all affected
Participants in a reasonable time before the effective date of such condition,
rule or procedure.
4.7 Vesting. The amount credited from time to time to the Salary Reduction
Account of a Participant shall be fully vested and nonforfeitable. The amount
credited from time to time to the Company Account of a Participant shall be
vested at the same rate as "Employer Matching Contributions" are vested in the
CIP Plan.
Payment to a Participant of the vested portion of his or her Benefit Amount
shall constitute payment in full of the entire benefit or amount due the
Participant under this Contributory Retirement Plan.
4.8 Adjustment to Accounts. The amount allocated to the Accounts of
Participants shall be adjusted no less frequently than annually by the Plan
Administrator to reflect earnings, losses, distributions, investment transfers
and any other transactions attributable to the investment in the Contributory
Retirement Trust of the amounts allocated to the Accounts of each Participant.
The Plan Administrator shall establish such accounting and recordkeeping rules
and procedures as are reasonable in the circumstances (such as the nature of the
Trust investments) as it in its discretion shall determine; provided that such
rules and procedures shall be applied uniformly to Participants in similar
circumstances. A date as of which the Accounts of Participants are so adjusted
is referred to in this Plan as an "Accounting Date."
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The amount credited to the Accounts of a Participant from time to time
as of the most recent Accounting Date shall constitute the Benefit Amount of the
Participant at such time.
ARTICLE V
PAYMENT OF BENEFITS
5.1 Time and Form of Payment. The Benefit Amount of a Participant normally
shall become payable on the Termination of Employment of the Participant in the
form of a lump sum distribution.
Notwithstanding anything to the contrary in this Plan, no portion of the
Benefit Amount may be paid to a Specified Employee until six months after
Termination of Employment of the Participant, or, if earlier, the date of death
of the Participant.
A Participant may elect to defer receipt of a lump sum payment until the
sixth or any later January after his of her Termination of Employment that
occurs before the Participant attains sixty-five years of age.
A Participant may elect to receive deferred installment payments over a
period of up to ten years beginning in the sixth January or any later January
after his of her Termination of Employment. The installment payment period can
never extend more than fifteen years following Termination of Employment. For
example, the installment payout period of a Participant who elected to defer the
commencement of installment payments for ten years could not exceed five years.
The amount of each installment payment shall be determined under the declining
balance accounting method. For example, a five year installment payout would be
paid as follows: 1/5 of the Installment Amount in the first year; 1/4 of the
remaining Installment Amount in the second year; 1/3 of the remaining
Installment Amount in the third year; 1/2 of the remaining Installment Amount in
the fourth year; and the balance of the remaining Installment Amount in the
fifth year.
Each Participant's Account (other than the Grandfathered Account) shall be
bifurcated into separate halves for purposes of such deferral elections. A
Participant may elect installment payments with respect to each half of the
Participant's Account independently of the election, if any, with respect to the
other half.
An election to defer the payment of a lump sum or to take deferred
installment payments shall be made in writing, in a form prescribed by the Plan
Administrator, not later than twelve months before payment is otherwise
scheduled to commence in accordance with this Section. Any such election may be
revoked until twelve months before a payment is to commence. In addition, any
election or revocation will have no effect until twelve months after the date
such election or revocation is made. For the purposes of subsequent changes in
the time and form of payment under Section 409A of the Code, the right to the
series of installment payments shall be treated as the right to a single
payment.
5.2 Actual Date of Payment. An amount payable on a date specified in
Section 5.1 shall be paid as soon as administratively feasible after such date;
but no later than the later of
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(a) the end of the calendar year in which the specified date occurs; or (b) the
15th day of the third calendar month following such specified date and the
Participant (or Beneficiary) is not permitted to designate the taxable year of
the payment. The payment date may be postponed further if calculation of the
amount of the payment is not administratively practicable due to events beyond
the control of the Participant (or Beneficiary), and the payment is made in the
first calendar year in which the calculation of the amount of the payment is
administratively practicable.
The Benefit Amount due the Participant shall be the balance credited to the
Account of the Participant on the actual date of payment.
5.3 Death Benefits. Each Participant entitled to a Benefit Amount under
this Contributory Retirement Plan shall be entitled to a death benefit equal to
the entire Benefit Amount of the Participant, whether or not vested. Such
benefit shall be payable to the Beneficiary of the Participant in a single lump
sum as soon as administratively feasible after the death of the Participant.
Each Participant may designate a Beneficiary or Beneficiaries
(contingently, consecutively, or successively) of a death benefit and, from time
to time, may change his or her designated Beneficiary. A Beneficiary may be a
trust. A beneficiary designation shall be made in writing in a form prescribed
by the Plan Administrator and delivered to the Plan Administrator while the
Participant is alive. If there is no designated Beneficiary surviving at the
death of a Participant, payment of any death benefit of the Participant shall be
made to the persons and in the proportions which any death benefit under the CIP
Plan is or would be payable.
5.4 Grandfathered Account. Payment of amounts credited to the Grandfathered
Account of a Participant shall be made under the terms of the Prior Plan,
attached hereto as an appendix.
ARTICLE VI
SOURCES OF PAYMENTS
Benefits payable under this Contributory Retirement Plan shall be paid by
the Employer out of its general assets (except as provided below with respect to
the Contributory Retirement Trust). Obligations to pay benefits due Participants
under this Contributory Retirement Plan shall be the primary obligation of the
Employer. A Participant shall not have any rights with respect to payment of
benefits from the Employer under this Contributory Retirement Plan other than
the unsecured right to receive payments from the Employer. The Benefit Amount,
as described in Section 4.4, defines the amount payable by the Employer to a
Participant under this Contributory Retirement Plan.
Except for the obligation to contribute amounts to the Contributory
Retirement Trust, an Employer shall not be obligated to set aside, earmark or
escrow any funds or other assets to satisfy its obligation under this
Contributory Retirement Plan. Any benefit payable in accordance with the terms
of this Contributory Retirement Plan shall not be represented by a
8
note or any evidence of indebtedness other than the promises contained in this
Contributory Retirement Plan and the right to receive payments from the
Contributory Retirement Trust.
The Contributory Retirement Trust, and any other trust established by an
Employer to assist the Employer in meeting its obligations under this Plan,
shall conform in substance to the terms of the model trust described in Revenue
Procedure 92-64 with respect to the claim of Participants to assets of the
Employer and such trust. Payment from the Contributory Retirement Trust of
amounts due under the terms of this Contributory Retirement Plan shall satisfy
the obligation of the Employer to make such payment out of its general assets.
In no event shall any Participant be entitled to receive payment of an amount
from the general assets of an Employer that the Participant received from the
Contributory Retirement Trust.
ARTICLE VII
PLAN ADMINISTRATOR
7.1 Plan Administrator. This Contributory Retirement Plan shall be
administered by a person or committee appointed by the Employer as Plan
Administrator. The Plan Administrator so appointed shall have all of the
authority, rights and duties to administer this Contributory Retirement Plan as
is assigned to the Plan Administrator of the CIP Plan. The Plan Administrator
may adopt such rules as it may deem necessary, desirable and appropriate to
administer this Contributory Retirement Plan. The decisions of the Plan
Administrator, including but not limited to interpretations and determinations
of amounts due under this Contributory Retirement Plan, shall be final and
binding on all parties.
7.2 Standard of Conduct. The Plan Administrator shall perform its duties as
the Plan Administrator and in its sole discretion shall determine what is
appropriate in light of the reason and purpose for which this Contributory
Retirement Plan is established and maintained. The interpretation of all plan
provisions and the determination of whether a Participant or Beneficiary is
entitled to any benefit pursuant to the terms of this Contributory Retirement
Plan, shall be exercised by the Plan Administrator.
ARTICLE VIII
NONALIENATION OF BENEFITS
Except as may be required by the federal income tax withholding provisions
of the Code or by the laws of any State, the interests of Participants and their
Beneficiaries under this Contributory Retirement Plan are not subject to the
claims of their creditors and may not be voluntarily or involuntarily sold,
transferred, alienated, assigned, pledged, anticipated, or encumbered. Any
attempt by a Participant or his Beneficiary to sell, transfer, alienate, assign,
pledge, anticipate, encumber, charge or otherwise dispose of any right to
benefits payable hereunder shall be void. The Employer may cancel and refuse to
pay any portion of a benefit which is sold, transferred, alienated, assigned,
pledged, anticipated or encumbered.
Distribution pursuant to a domestic relations order of all or any portion
of the Participant's vested Benefit Amount may be paid to an Alternate Payee (as
defined in Section 414(p) of the Code) who is a former spouse in an amount
specified in such domestic relations
9
order in a lump-sum cash payment as soon as administratively feasible after the
Plan Administrator determines that the order is a domestic relations order (as
defined in Section 414(p)(1)(B) of the Code).
ARTICLE IX
AMENDMENT AND TERMINATION
Silgan Plastics Corporation reserves the right to amend, alter or
discontinue this Contributory Retirement Plan at any time; provided that, no
such amendment may reduce the entitlement of a Participant to payment of the
Benefit Amount of the Participant determined as of the time of such amendment.
Such action may be taken by the Silgan Plastics Corporation Employee Benefits
Committee, or any other officer of Silgan Plastics Corporation who has been duly
authorized by its Board of Directors to perform acts of such kind.
ARTICLE X
GENERAL PROVISIONS
10.1 Plan Not a Contract of Employment. This Contributory Retirement Plan
does not constitute a contract of employment, and participation in this
Contributory Retirement Plan will not give any Participant the right to be
retained in the employment of any of the Employer. The right of a Participant to
payment of a Benefit Amount pursuant to this Contributory Retirement Plan is
intended as a supplemental component of the overall employment agreement between
the Employer and the Participant.
10.2 Successors. The provisions of this Contributory Retirement Plan shall
be binding upon the Employer and its successors and assigns and upon every
Participant and his heirs, beneficiaries, estates and legal representatives.
10.3 Official Actions. Any action required to be taken by the Board of
Directors of Silgan Plastics Corporation pursuant to this Contributory
Retirement Plan may be performed by any person or persons, including a
committee, to which the Board of Directors of Silgan Plastics Corporation
delegates the authority to take actions of that kind. Whenever under the terms
of this Contributory Retirement Plan an entity corporation is permitted or
required to take some action. Such action may be taken by an officer of the
corporation who has been duly authorized by the Board of Directors of such
corporation to take actions of that kind.
10.4 Controlling State Law. To the extent not superseded by the laws of the
United States, the laws of the State of Missouri shall be controlling in all
matters relating to this Contributory Retirement Plan.
10.5 Severability. In case any provision of this Contributory Retirement
Plan shall be held illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining provisions of this Contributory
Retirement Plan, and this Contributory Retirement Plan shall be construed and
enforced as if such illegal and invalid provisions had never been set forth.
10
10.6 Withholding. The Employer shall withhold from amounts due under this
Contributory Retirement Plan, the amount necessary to enable the Employer to
remit to the appropriate government entity or entities on behalf of the
Participant as may be required by the federal income tax withholding provisions
of the Code, by an applicable state's income tax, or by an applicable city,
county or municipality's earnings or income tax act. The Employer shall withhold
from the payroll of, or collect from, a Participant the amount necessary to
remit on behalf of the Participant any FICA taxes which may be required with
respect to amounts accrued by a Participant hereunder, as determined by the
Employer.
10.7 Rules of Construction. The terms and provisions of this Plan shall be
construed according to the principles, and in the priority, as follows: first,
in accordance with the meaning under, and which will bring the Plan into
conformity with, section 409A of the Code; and secondly, in accordance with the
laws of the State of Missouri. The Plan shall be deemed to contain the
provisions necessary to comply with such laws. If any provision of this Plan
shall be held illegal or invalid, the remaining provisions of this Plan shall be
construed as if such provision had never been included. Wherever applicable, the
masculine pronoun as used herein shall include the feminine, and the singular
shall include the plural. The term profit shall mean profit or loss, as the case
may be, and the term credit shall mean credit or charge, as the case may be.
IN WITNESS WHEREOF, the undersigned hereby certifies that Silgan Plastics
Corporation has duly adopted this Restatement.
SILGAN PLASTICS CORPORATION
By: /s/ Amanda Poitra
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Title: VP - HR .
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Date: 8/25/08 .
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